DPA

DATA PROCESSING ADDENDUM
(CHANNELADVISOR AS PROCESSOR)

This Data Processing Addendum (“DPA”) forms part of the Master Services Agreement (“MSA”) and Statement of Work (collectively, “Agreement”) between ChannelAdvisor Corporation, acting on its own behalf and as agent for each ChannelAdvisor Corporation affiliate as may be applicable (collectively, “ChannelAdvisor”) and Customer for the purchase of Services from ChannelAdvisor (identified either as “Services” or otherwise in the MSA, and hereinafter defined as “Services”) to reflect the parties’ agreement with regard to the Processing of Personal Data. For the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Schedules and Appendices.

Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent ChannelAdvisor processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement or the GDPR.
In the course of providing the Services to Customer pursuant to the Agreement, ChannelAdvisor may Process Personal Data on behalf of Customer and the parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.
This DPA shall not replace any comparable or additional rights relating to processing of data contained in Customer’s Agreement. This DPA shall be effective as of the effective date of the Agreement (“Effective Date”).

DATA PROCESSING TERMS

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of a party.

“Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their Member States, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and ChannelAdvisor, and has signed its own Statement of Work with ChannelAdvisor.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data, and in the case of the Services provided under the Agreement, “Controller” means “Customer.”

“Data Protection Laws and Regulations” means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including GDPR.

“Data Subject” means the identified or identifiable person to whom Personal Data relates.

“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Personal Data” means any information provided by Customer or that Customer directs Processor to collect and process on Customer’s behalf for the purpose of performing the Services relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations).

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” means the entity which Processes Personal Data on behalf of the Controller, and in the case of the Services provided under the Agreement, “Processor” means “ChannelAdvisor.
“Standard Contractual Clauses” means the agreement executed by and between Customer and ChannelAdvisor and attached hereto as Schedule 3 pursuant to the European Commission’s decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection (“Third Countries”).

“Sub-processor” means any Processor engaged by ChannelAdvisor or its Affiliates.

“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

2. PROCESSING OF PERSONAL DATA

2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, ChannelAdvisor (or its affiliate, as applicable) is the Processor and that ChannelAdvisor may engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data only in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions to ChannelAdvisor for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.
2.3 ChannelAdvisor’s Processing of Personal Data. ChannelAdvisor shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Customer personnel in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by authorized Customer personnel (e.g., via email) where such instructions are consistent with the terms of the Agreement. ChannelAdvisor will immediately inform Customer if, in ChannelAdvisor’s opinion, a customer instruction infringes the GDPR or other applicable European Union or Member State data protection provisions.

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by ChannelAdvisor is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Details of the Processing) to this DPA.

3. RIGHTS OF DATA SUBJECTS

3.1 Data Subject Requests. ChannelAdvisor shall, to the extent legally permitted, promptly notify Customer if ChannelAdvisor receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or its right not to be subject to a decision based solely on automated processing (“Data Subject Request”). Customer shall then respond to such Data Subject Request in compliance with Data Protection Laws and Regulations. Contingent upon the nature of the Processing, ChannelAdvisor shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, ChannelAdvisor shall upon Customer’s request provide commercially reasonable efforts to provide Customer with information relevant to the Data Subject Request so that Customer may respond to such Data Subject Request, to the extent ChannelAdvisor is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from ChannelAdvisor’s provision of such assistance.

4. CHANNELADVISOR PERSONNEL

4.1 Confidentiality. ChannelAdvisor will inform its personnel engaged in the Processing of Personal Data (“Personnel”) of the confidential nature of the Personal Data, provide appropriate training to Personnel on their responsibilities, and execute written confidentiality agreements related to the Processing of Personal Data, the confidentiality obligations of which will survive the termination of the personnel engagement.

4.2 Reliability. ChannelAdvisor shall take commercially reasonable steps to ensure the reliability of any Personnel.
4.3 Limitation of Access. ChannelAdvisor shall ensure that the access of Personnel to Personal Data is limited to those Personnel performing Services in accordance with the Agreement.

5. SUB-PROCESSORS

5.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) ChannelAdvisor’s Affiliates may be retained as Sub-processors; and (b) ChannelAdvisor and ChannelAdvisor’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. ChannelAdvisor or a ChannelAdvisor Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations no less protective than those in this Agreement with respect to the protection of Personal Data to the extent applicable to the nature of the Services provided by such Sub-processor.

5.2 List of Current Sub-processors and Notification of New Sub-processors. ChannelAdvisor may use Sub-processors to fulfil its contractual obligations to Customer under the Agreement or to provide certain Services. Customer hereby confirms its general written authorization for ChannelAdvisor’s use of the Subprocessors listed at https://www.channeladvisor.com/terms/dpa/subprocessors. ChannelAdvisor shall maintain an up-to-date list of the names and locations of all Sub-Processors used for the Processing of Personal Data under this DPA at https://www.channeladvisor.com/terms/dpa/subprocessors. ChannelAdvisor shall update the list on its website for any Sub-Processor to be appointed at least thirty (30) days prior to the date on which the Sub-Processor shall commence processing Personal Data.

5.3 Objection Right for New Sub-processors. Customer may object to ChannelAdvisor’s use of a new Sub-processor by notifying ChannelAdvisor promptly in writing within ten (10) business days after receipt of ChannelAdvisor’s notice in accordance with the mechanism set out in Section 5.2. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, ChannelAdvisor will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If the parties are unable to implement such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Statement of Work(s) with respect only to those Services which cannot be provided by ChannelAdvisor without the use of the objected-to new Sub-processor by providing written notice to ChannelAdvisor. ChannelAdvisor will refund Customer any prepaid unused fees covering the remainder of the term of Agreement following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

5.4 Liability. ChannelAdvisor shall be liable for the acts and omissions of its Sub-processors to the same extent ChannelAdvisor would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

6. SECURITY

6.1 Controls for the Protection of Personal Data. ChannelAdvisor shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the ChannelAdvisor TOMs documentation. ChannelAdvisor regularly monitors compliance with these measures. ChannelAdvisor will not materially decrease the overall security of the Services during a the-current term.

7. DATA INCIDENT MANAGEMENT AND NOTIFICATION

7.1 ChannelAdvisor maintains security incident management policies and procedures and shall, notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, transmitted, stored or otherwise Processed by ChannelAdvisor or its Sub-processors (a “Data Incident”). ChannelAdvisor shall make reasonable efforts to identify the cause of such Data Incident and take those steps as ChannelAdvisor deems necessary and reasonable in order to remediate the cause of such a Data Incident to the extent the remediation is within ChannelAdvisor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer personnel; for those incidents, Customer shall bear full responsibility and take all actions necessary to remediate the incident.

8. DELETION OF DATA

8.1 ChannelAdvisor shall, to the extent allowed by applicable law and in accordance with its then-applicable data retention policies, upon termination or expiration of the Agreement and at Customer’s election, destroy all Personal Data (including all copies of the Personal Data) in ChannelAdvisor’s possession or control. This requirement will not apply to the extent that ChannelAdvisor is required by any EU (or any EU Member State) law, or due to financial or tax audit purposes, to retain some or all of the Personal Data, in which event ChannelAdvisor will use reasonable efforts to isolate and protect the Personal Data from any further processing except to the extent required by such law or legitimate business need.

9. AUTHORIZED AFFILIATES

9.1 Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between ChannelAdvisor and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 9 and Section 10. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. All access to and use of the Services and associated content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer. ChannelAdvisor is authorized to enter into this Agreement on behalf of its Affiliates and will provide instructions and other information to those Affiliates consistent with the terms of this Agreement.

9.2 Communication. The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with ChannelAdvisor under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

9.3 Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with ChannelAdvisor, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

9.3.1 Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against ChannelAdvisor directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for all of its Authorized Affiliates together.

10. LIMITATION OF LIABILITY

10.1 Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and ChannelAdvisor, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

10.2 For the avoidance of doubt, ChannelAdvisor’s and its Affiliates’ total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

11. EUROPEAN SPECIFIC PROVISIONS

11.1 GDPR. With effect from 25 May 2018, ChannelAdvisor will Process Personal Data in accordance with the GDPR requirements directly applicable to ChannelAdvisor’s provision of its Services.

11.2 Data Protection Impact Assessment. With effect from 25 May 2018, upon Customer’s request, ChannelAdvisor shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to ChannelAdvisor. ChannelAdvisor shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 11.2, to the extent required under the GDPR.

11.3 Transfer mechanisms for data transfers. Subject to the additional terms in Schedule 1, the Standard Contractual Clauses set forth in Schedule 3 to this DPA apply to the Services listed in Appendix 3 to the Standard Contractual Clauses, subject to the additional terms in Section 3 of Schedule 1.

12. PARTIES TO THIS DPA

Only ChannelAdvisor Corporation is a party to this DPA and/or the Standard Contractual Clauses, on behalf of its Affiliates. Where the ChannelAdvisor entity referenced in the Agreement is a different legal entity than ChannelAdvisor Corporation, that ChannelAdvisor entity is carrying out the obligations of the data importer as set out in Schedule 3 “Standard Contractual Clauses” on behalf of ChannelAdvisor Corporation.

SCHEDULE 1 – TRANSFER MECHANISMS FOR EUROPEAN DATA TRANSFERS

1. ADDITIONAL TERMS

1.1 The additional terms in this Section 1 of Schedule 1 shall apply to the Processing of Personal Data of a Customer established in (i) European Economic Area member states whose processing activities for the relevant data are governed by the EU Data Protection Directive 95/46/EC or the GDPR (“EU Data Protection Legislation”) and/or implementing national legislation; (ii) non-European Economic Area member states for which Customer has contractually specified that the EU Data Protection Legislation and implementing national legislation shall apply; and (iii) Switzerland and the United Kingdom.

1.2 Audits and Certifications. Upon Customer’s written request, and subject to the confidentiality obligations set forth in the Agreement, ChannelAdvisor shall make available to Customer that is not a competitor of ChannelAdvisor (or Customer’s independent, third-party auditor that is not a competitor of ChannelAdvisor) information as may be reasonably requested by Customer from time to time regarding the ChannelAdvisor’s compliance with the obligations set forth in this DPA, and will allow for audits conducted by Customer, or another auditor mandated by Customer, by completing a data protection questionnaire of reasonable length not more than once annually. To the extent Customer is able to demonstrate that ChannelAdvisor’s questionnaire responses do not provide sufficient information to demonstrate compliance with this DPA, Customer may conduct follow up interviews with ChannelAdvisor’s personnel and conduct onsite audits as mutually agreed by Customer and ChannelAdvisor. Except when required by a data protection or supervisory authority, the audit described in Clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with this Section 1.2.

2 ADDITIONAL TERMS FOR EU-U.S. AND SWISS-U.S. PRIVACY SHIELD SERVICES

ChannelAdvisor UK Ltd. and its U.S. Affiliates self-certify to and comply with the EU-U.S. Privacy Shield Frameworks, as administered by the US Department of Commerce, and ChannelAdvisor shall ensure that such entities maintain their self-certifications to and compliance with the EU-U.S. Privacy Shield Frameworks with respect to the Processing of Personal Data that is transferred from the European Economic Area to the United States.

3. ADDITIONAL SERVICES TERMS

3.1 Customers covered by the Standard Contractual Clauses. The Standard Contractual Clauses and the additional terms specified in this Section 3 of this Schedule 1 apply to (i) the legal entity that has executed the Standard Contractual Clauses as a data exporter and its Authorized Affiliates and, (ii) all Affiliates of Customer established within the European Economic Area, Switzerland and the United Kingdom, which have signed an SOW for the Services. For the purpose of the Standard Contractual Clauses and this Section 3, the aforementioned entities shall be deemed “data exporters”.

3.2 Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to ChannelAdvisor for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the purposes of Clause 8.1(a) of the Standard Contractual Clauses, the following is deemed an instruction by the Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Statement of Work(s); (b) Processing initiated by Customer in its use of the Services and (c) Processing to comply with other reasonable documented instructions provided by Customer or Customer personnel (e.g., via email) where such instructions are consistent with the terms of the Agreement.

3.3 Appointment of new Sub-processors and List of current Sub-processors. Pursuant to Clause 9(a) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that (a) ChannelAdvisor’s Affiliates may be retained as Sub- processors; and (b) ChannelAdvisor and ChannelAdvisor’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. ChannelAdvisor shall make available to Customer the current list of Sub-processors in accordance with Section 5.2 of this DPA.

3.4 Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to Clause 9(a) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that ChannelAdvisor may engage new Sub- processors as described in Sections 5.2 and 5.3 of the DPA.

3.5 Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in Clause 8.5 and Clause 16(d) of the Standard Contractual Clauses shall be provided by ChannelAdvisor to Customer only upon Customer’s request.

3.6 Mitigation. The measures ChannelAdvisor is required to take under Clause 8.6(c) of the Standard Contractual Clauses will only cover ChannelAdvisor’s impacted systems.

3.7 Conflict. In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including the Standard Contractual Clauses) and the Standard Contractual Clauses in Schedule 3, the Standard Contractual Clauses shall prevail.

SCHEDULE 2 – DETAILS OF THE PROCESSING

Nature and Purpose of Processing

ChannelAdvisor will Process Personal Data as necessary to perform the Services pursuant to the Agreement and as further instructed by Customer in its use of the Services as follows, depending on the solution used by Customer:

For Services related to ChannelAdvisor Marketplaces, ChannelAdvisor Webstore Amplifier, ChannelAdvisor First-Party (1P) Dropship, and ChannelAdvisor Fulfillment Services:
Type of Personal Data Processed:

  • ChannelAdvisor Processes first name and surname, phone number, physical or mailing address, and email address of buyers of Customer’s products.
  • ChannelAdvisor Processes business contact information (company, first name and surname, phone number, physical or mailing address, email address) of Customer’s business partners, Customer’s vendors, and Customer’s clients.
  • ChannelAdvisor Processes business contact information (company, first name and surname, phone number, physical or mailing address, email address) of (a) Customer personnel who are users of this solution; (b) Customer personnel who support users of this solution; and (c) agents and advisors of Customer.

Purpose of the Processing:

Customer can use ChannelAdvisor’s proprietary middleware SaaS platform (“ChannelAdvisor Platform”) and associated ChannelAdvisor Services: (1) to manage its product listings and product orders for Customer’s goods that Customer has listed for sale on specified online marketplaces or webstores to assist Customer to process orders that individual buyers make on the marketplaces and webstores on which Customer sells and that Customer has authorized to be connected to the ChannelAdvisor Platform and Services; and (2) to connect Customer to its various authorized product warehouses and shipping destinations to manage data related to Customer’s order fulfillment activities.

For Services related to ChannelAdvisor Digital Marketing and ChannelAdvisor Retail Media:
Type of Personal Data Processed:

  • ChannelAdvisor Processes the IP addresses of consumers that interact with Customer advertising through this solution.
  • ChannelAdvisor Processes business contact information (company, first name and surname, phone number, physical or mailing address, email address) of (a) Customer personnel who are users of this solution; (b) Customer personnel who support users of this solution; and (c) agents and advisors of Customer.

Purpose of the Processing:

  • Customer can use ChannelAdvisor’s proprietary middleware SaaS platform (“ChannelAdvisor Platform”) and associated ChannelAdvisor Services to place and manage Customer’s advertisements for Customer’s goods on specified online advertising areas that Customer has authorized to be connected to the ChannelAdvisor Platform and Services.

For Services related to ChannelAdvisor Shoppable Media (formerly known as ChannelAdvisor Where to Buy):
Type of Personal Data Processed:

  • ChannelAdvisor Processes limited device geolocation data of website visitors who interact online with Customer advertising displayed through this solution.
  • ChannelAdvisor Processes business contact information (company, first name and surname, phone number, physical or mailing address, email address) of (a) Customer personnel who are users of this solution; (b) Customer personnel who support users of this solution; and (c) agents and advisors of Customer.

Purpose of the Processing:

  • Customer can use ChannelAdvisor’s proprietary middleware SaaS platform (“ChannelAdvisor Platform”) and associated ChannelAdvisor Services to place and manage Customer’s product advertisements and marketing materials related to Customer’s goods on specified online advertising areas that Customer has authorized to be connected to the ChannelAdvisor Platform and Services; buyers that interact with such areas are led to third party areas where they may purchase Customer’s goods.

For Services related to ChannelAdvisor Brand Analytics:
Type of Personal Data Processed:

  • ChannelAdvisor Processes business contact information (company, first name and surname, phone number, physical or mailing address, email address) of (a) Customer personnel who are users of this solution; (b) Customer personnel who support users of this solution; and (c) agents and advisors of Customer.

Purpose of the Processing:

  • Customer can use ChannelAdvisor’s proprietary middleware SaaS platform (“ChannelAdvisor Platform”) and associated ChannelAdvisor Services to monitor a variety of product-related distribution metrics that appear on third-party e-commerce product pages and websites.

For ChannelAdvisor Consulting Services:
Type of Personal Data Processed:

  • ChannelAdvisor Processes business contact information (company, first name and surname, phone number, physical or mailing address, email address) of Customer’s business partners, Customer’s vendors, and Customer’s clients.
  • ChannelAdvisor Processes business contact information (company, first name and surname, phone number, physical or mailing address, email address) of (a) Customer personnel who use these services; (b) Customer personnel who support users of these services; and (c) agents and advisors of Customer.

Purpose of the Processing:

  • Customer can use ChannelAdvisor Consulting Services for a variety of custom projects wherein ChannelAdvisor imparts its expertise to Customer on various e-commerce topics; the details of these Services are set forth in the applicable SOW.

Duration of Processing
Subject to Section 8 of the DPA, ChannelAdvisor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects
Customer may submit (or direct ChannelAdvisor to submit, on Customer’s behalf) Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

  • Prospects, customers, business partners and vendors of Customer (who are natural persons)
  • Employees or contact persons of Customer’s prospects, customers, business partners and vendors
  • Employees, agents, advisors, freelancers of Customer (who are natural persons)
  • Customer’s Users authorized by Customer to use the Services
  • Buyers of Customer’s products

Type of Personal Data
Customer may submit (or direct ChannelAdvisor to submit, on Customer’s behalf) Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

  • First and last name
  • Contact information (company, email, phone, physical address)
  • IP address
  • Geolocation data

SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES
Controller to Processor

SECTION I
Clause 1
Purpose and scope

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) () for the transfer of data to a third country.
  2. The Parties:
    1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
    2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
      have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
  3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8.1(b), 8.9(a), (c), (d) and (e);
    3. Clause 9(a), (c), (d) and (e);
    4. Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 15.1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18(a) and (b).
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
  2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

  1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
  2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

  1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union () (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
    Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
  3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
  4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
  5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

  1. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. () The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

  1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

  1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
  2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
    1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
    2. refer the dispute to the competent courts within the meaning of Clause 18.
  4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
  5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

  1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
  2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
  3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
  6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

  1. Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
  2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

  1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
    2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards ();
    3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
  3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
  6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

  1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
    1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
    2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
  2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
  4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

  1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
  2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
  3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

    1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
    2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
    3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
      1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
      2. the data importer is in substantial or persistent breach of these Clauses; or
      3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

  1. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
  2. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

 

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of Ireland.
  3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

Name: The entity identified as “Customer” in the Agreement to which the DPA is attached or as otherwise specified in the DPA.

Address: The address for Customer in the Agreement to which the DPA is attached or as otherwise specified in the DPA.

Contact person’s name, position and contact details: The contact details associated with Customer’s account in the Agreement to which the DPA is attached or as otherwise specified in the DPA.

Activities relevant to the data transferred under these Clauses: The activities specified in Schedule 2 to the DPA.

Signature and date: By using the ChannelAdvisor Services to transfer personal data to the data importer in the United States or other Third Country, data exporter will be deemed to have signed this Annex I.

Role (controller/processor): Controller

 

Data importer(s):

Name: ChannelAdvisor Corporation

Address: 3025 Carrington Mill Blvd., Suite 500, Morrisville, NC 27560

Contact person’s name, position and contact details:

Paul Colucci, Chief Revenue Officer, 919.228.2082

Activities relevant to the data transferred under these Clauses:

The activities specified in Schedule 2 to the DPA.

Signature and date: By transferring Personal Data to the United States or another Third Country on Customers’ instructions, the data importer will be deemed to have signed this Annex I.

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

The categories of data subjects are specified in Schedule 2 to the DPA.

Categories of personal data transferred

The categories of personal data transferred are described in Schedule 2 to the DPA.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

N/A

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

The personal data is transferred in accordance with Customer’s instructions as described in Section 2.3 of the DPA.

Nature of the processing

The nature of the processing is described in Schedule 2 to the DPA.

Purpose(s) of the data transfer and further processing

The purpose of the data transfer and further processing is described in Schedule 2 to the DPA.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The ChannelAdvisor Platform will retain most personal data for no longer than 90 days.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

All personal data processed for Customer may be transferred to ChannelAdvisor’s sub-processors for the purpose of performing the Services for Customer. These transfers take place on a continuous basis to support Customer.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

The data exporter’s competent supervisory authority will be determined in accordance with the GDPR or other applicable law.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

ChannelAdvisor Technical and Organizational Measures

This document describes the measures taken and implemented by ChannelAdvisor to protect and secure the personal information that we process.

Physical Access Control
Web applications, backend processing systems and database servers (information systems) of ChannelAdvisor are located in secure data centers, distributed across a hosted colocation and Amazon Web Services (AWS) in US and EU Regions. ChannelAdvisor has implemented suitable measures in order to prevent unauthorized persons from gaining access to the data processing equipment where personal data are processed or stored.

This is accomplished by:

  • An access control policy that works in coordination with our data center provider policy and procedures;
  • Protection of secured cages and cabinets where systems and storage are housed;
  • Establishing, approving and maintaining a list of individuals with authorized access to the facility where the information systems resides;
  • Under the AWS Shared Responsibility model, AWS inherits all physical and environmental controls for our information systems running in Amazon EC2; and
  • Annual review of Data Center SOC reports.

Logical Access Control
ChannelAdvisor has implemented measures to prevent unauthorized access to data processing systems, data in transit and data at rest.

This is accomplished by:

  • Established policy and procedures for authorizing and granting access to the network and systems used to process data;
  • Multifactor authentication is enforced for access to systems and storage;
  • Implementing and maintaining monitoring systems that detect malicious, unauthorized activities within the network and information systems;
  • Prohibiting the use of insecure protocols over the management plane;
    Customer personal data is encrypted in transit and at rest in the database;
  • All data on storage disk arrays is encrypted at rest;
  • Periodic review of user permissions and access control lists; and
  • Restricting access to information systems based upon the principle of least privilege.

Data Protection in Cloud Based Services (SaaS, IaaS, IaaS+, PaaS)
ChannelAdvisor has implemented technical and organizational measures to secure PII in cloud-based applications, infrastructure, and services utilized by our organizational business units.

This is accomplished by:

  • Performing a vendor risk analysis against all third-party providers of SaaS applications in use by the organization. Analysis includes review of data protection compliance and assurance measures implemented by those third parties;
  • Documenting assigned ownership and accountability for the third-party relationship;
  • Tracking access to data based on data type in SaaS applications;
  • Periodically reviewing user access applications, systems and services;
  • Establishing policy and procedures for authorizing and granting access to AWS VPCs and EC2 instances;
  • Establishing best practices for preventing public exposure of data in transit and stored in the cloud;
  • Implementing and administering threat detection technologies for cloud-based systems, services and tools;
  • Establishing security policy prohibiting the storage of confidential data in unsanctioned cloud applications;
  • Conducting annual security awareness training covering secure use of cloud-based services; and
  • Maintaining a registry of processing activities that identifies our third-party subservice providers and the data which we store in their platform.

ANNEX III

LIST OF SUB-PROCESSORS

See the list of ChannelAdvisor sub-processors at:

https://www.channeladvisor.com/terms/dpa/subprocessors